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County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 (916) 874-6141 Planning Application Form This application form is required as part of any planning development request. Other required items are indicated on the accompanying instructions and checklists. It is the applicant s responsibility to ensure that application packages are complete and accurate. PLEASE CALL (916) 874-6141 TO SCHEDULE AN APPOINTMENT TO FILE. Application Requests (check all that apply) General Plan Amendment Zoning Ordinance Amendment Mather Field Specific Plan Amendment Site address: None Project Name: Mather South Community Master Plan Gross Acres: 885 +/- acres Contact Information Indicate Billing Party in check box below Name: Mather South LLC Applicant Address: 9216 Kiefer Blvd Assessor s Parcel Number(s) 067-0090-034 & 035; 067-0030-072; 067-0030-073; 067-0030-074 Contact: Phil Rodriguez City: Sacramento State/Zip: 95826 Phil.rodriguez@lewisop.com 916-403-1703 Name: Sacramento County Clark Whitten Owner Address: 827 7 th Street, 6 th Floor Sacramento CA WhittenC@saccounty.net Phone: 916-874-2555 Name: Brian Masterman Contact: Address: 1800 Avenue of the Stars, 3 rd Floor Los Angeles Other State/Zip: CA 90067 bmasterman@kaynecapital.com 310-857-0325 1

County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 (916) 874-6141 Legal Authority and Consent to File Application Hyperlink to direction: instructions.doc The submitted information and accompanying documents are true and accurate to the best of my knowledge. I agree to pay all fees required to complete processing of this application. I understand that the initial deposit for the Planning Department is a deposit to be applied against actual costs based on set hourly rates and actual time and materials used. I understand that additional fees may be required if actual costs exceed the amount of the deposit. I also understand that a cost estimate will be prepared at the time of initial review, and if actual time and material costs reach 80% of the initial deposit, and if the Planning Department determines that the final actual cost will exceed the initial deposit, an additional deposit will be required in order for work on the project to continue. I understand that additional fees for the preparation of required environmental documentation pursuant to the California Environmental Quality Act may be required based on set hourly rates and actual time and materials used. I also understand that once this application is deemed complete, I will receive a separate letter from the Department of Environmental Review and Assessment, if necessary, requiring a deposit of 100% of the estimated costs of environmental document preparation in order to continue with my application process. I hereby give permission to County staff and other authorized personnel to conduct site inspections and post public notification signs on my property during the processing of this application. I consent to the posting of my address and contact information and the address and contact information of all parties to this application on any website maintained by the County of Sacramento. I also agree not to alter the physical condition of the property during the processing of this application by removing trees, demolishing structures, altering streams, and grading or filling. I understand that such alteration of the property may result in the imposition of criminal, civil or administrative fines or penalties, or delay or denial of the project. Applicant shall defend, indemnify and hold harmless Sacramento County and its agents, including consultants, officers and employees from any claim, action or proceeding against the County of Sacramento or its agents, including consultants, officers or employees to attack, set aside, void, or annul the approval of this application or adoption of the environmental document which accompanies it. This indemnification obligation shall include, but not be limited to, damages, costs, expenses, attorneys fees, or expert witness costs that may be asserted by any person or entity, including the applicant, arising out of or in connection with the approval of this application, including any claim for private attorney general fees claimed by or awarded to any party against the County. The County shall promptly notify the applicant of any claim, action or proceeding. Notwithstanding the foregoing, the County shall control the defense of any such claim, action or proceeding unless the settlement is approved by the applicant and that the applicant may act in its own stead as the real party in interest in any such claim, action or proceeding. The subject property is not on the Hazardous Waste and Substances Site List developed pursuant to AB3750 www.envirostor.dtsc.ca.gov/public/ APPLICATIONS WILL NOT BE ACCEPTED WITHOUT SIGNATURE(S) OF LEGAL OWNERSHIP OR OFFICIAL AGENT. AUTHORITY TO FILE (check one) Ownership Option Agreement *Must Attach Evidence Owners/Agents* Name: Phil Rodriguez Signature: Owners Name: Sacramento County (Clark Whitten) Signature: County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 Date: Date: 2

(916) 874-6141 Statement of Applicant Responsibility Hyperlink to direction: instructions.doc Please read the following statement outlining your responsibilities in the application hearing process. An amendment to California Law (AB 884), adopted in 1977 and effective January 1, 1978, requires the County of Sacramento and all other jurisdictions in the state to take final action to approve or disapprove a request like yours within one year of the County s acceptance of your application as complete. In most cases, the County has approved requests like yours in significantly less time. However, the legislation now requires the County to count down the days so that requests are not inadvertently approved without approval by the Board of Supervisors or a designated body. The law requires Sacramento County to inform you within 30 days after the application is submitted if your application is incomplete for our needs. If the application is complete and has all the information we need, the processing will be initiated immediately. If additional data is needed, a letter will be sent to your specifically stating the information needed. The staff will not certify the applications completed until all the requested items have been submitted to the County the required fees have been paid. PLEASE BE ADVISED THAT THIS APPLICATION IS NOT APPROVED UNTIL THE ULTIMATE HEARING BODY HAS TAKEN ITS FINAL ACTION AND ALL APPEALS EXHAUSTED. ANY RECOMMENDATIONS OR COMMENTS BY STAFF OR ACTIONS BY INTERMEDIATE HEARING BODIES ARE ONLY ADVISORY AND SHOULD NOT BE RELIED ON FOR THE PURPOSES OF MAKING FINANCIAL COMMITMENTS. Your application will be heard in a public hearing, and it is important that a reasonable effort be made to advise your neighbors or adjoining property owners (those within 500 feet of your property with a minimum of 20 property owners) of the time and date that your application will be heard. This provides an opportunity for those most affected by a proposed use to provide input to the hearing body. The County is required by law to notify all those property owners within 500 feet with a minimum of 20 property owners that are shown on the latest assessment roll. It is the responsibility of the applicant to contact the Assessor s Office and list the names and addresses on a form that is attached to the application. Following is a statement for the applicant to read and sign. I understand that it is my responsibility to pay the initial deposit at time of submittal. Also, the application is not considered complete until the total Planning Department initial deposit has been collected. I understand that it is my responsibility to prepare a 500-foot radius map as described on the Instructions to Applicant sheet, to list all the parcel numbers within the 500-foot radius with a minimum of 20 property owners, and to record the name and address (including zip codes) of the property owners of all parcels. I certify that a) the property owner s list is complete and accurate as shown on the latest assessment roll in the County Assessor s Office, and b) I have read and understand the above information regarding application processing. [Note: The radius may expand to greater than 500 feet to reach all property owners.] My mailing list includes a total of pages and property owners. (PREVIOUSLY SUBMITTED 6.28.13) Signed Date 3

County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 (916) 874-6141 Additional Requirements X I understand that pursuant to State Fish and Games Code Section 711.4, a filing fee is required for all projects processed with a Negative Declaration or Environmental Impact Report unless it has been determined by the California Department of Fish and Game that the project will have no effect on fish and wildlife. The fees are collected by the Sacramento County Department of Environmental Review and Assessment for payment to the State. I understand that I will be notified of the fee amount upon release of the environmental document for the project. To avoid this fee I understand I must complete a NO Effect Determination Form with the California State Department of Fish and Game. Contact DERA for more information. X I understand that all applicants are required to provide a Neighborhood Outreach Plan. I will include my neighborhood outreach plan in my Justification Statement. Contact the Sacramento County Department of Neighborhood Services for more information at 10425 Norden Ave Sacramento, CA 95655 Phone: (916) 231-0038 www.dns.saccounty.net 4

County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 (916) 874-6141 Justification Statement and Neighborhood Outreach Plan The Justification Statement is a comprehensive explanation of the applicant s project/request. It should include background information, reasoning and the goal(s) of the project/request. The Neighborhood Outreach Plan describes how the applicant plans to inform the neighbors (owners within the 500 foot radius map) about the project and address community concerns. Please see direction for more information. Justification Statement This request would permit the development of approximately 3,545 dwelling units including a mixed use commercial / residential center, three neighborhood parks, two elementary schools, a water tank storage facility, a University and a Regional Sports Complex. The site is designated Urban Development Area, Recreation and Public-Quasi Public. The site is also within the Mather Field Specific Plan, within the Mather Field Special Planning Area and is currently zoned SPA. The application will amend the General Plan to change the Urban Development Area (UDA) portion of the project site to the Low Density Residential, and the Commercial and Office land use categories. The application will amend the Mather Field Specific Plan by adoption of an amendment to the Mather Field Specific Plan for the Urban Development Portion of the site. The application will modify the existing zoning ordinance (SPA) to incorporate additional zoning regulations and design requirements applicable to the Urban Development Area District, the sports complex and the University portions of the project. The project will also include additional guidance with respect to development of the Sports Complex and the proposed University Site. The site lies entirely within the Urban Policy Area. The UPA is so designated based upon the anticipation that all of the job and housing demand for the General Plan horizon (2030) can be accommodated within the boundaries of the UPA. The UPA was projected to have the ability to accommodate between 52,000 and 74,000 dwelling units. The General Plan, based upon the Regional Blue Print (2006), would need to accommodate 100,000 dwelling units through 2030. The MTP/SCS projections (2011) prepared for regional planning purposes, projected a much lower overall demand for housing and reduced the housing demand projection for the unincorporated Sacramento County to approximately 51,000 units. In either case, the proposed housing would contribute to the ability to meet the demand for housing within the UPA through 2030 without requiring expansion of the Urban Policy Area. Development of the University and the Sports Complex portions of the site are considered amenities/enhancements to the site but are not necessary to the accomplishment of the mixed use residential portion of the project. The site is integral with the existing and planned office, retail and industrial employment within the Mather Field Specific Plan area. 5

Neighborhood Outreach Plan The applicant has met or will meet with related public agencies including: The County Water Agency The Sacramento County Regional Sanitation District The Sacramento Area Sewer District The Cordova Recreation and Park District The City of Rancho Cordova Sacramento County Recreation and Parks District The applicant has met or will meet with adjoining property owners including: The Koehler Family/Rendering Plant The United State Bureau of Reclamation The Independence Neighborhood Association The applicant has met or will meet with the following County appointed area planning councils The Cordova Community Council The Vineyard Community Council The applicant is participating in the sub-regional traffic study directed by the County of Sacramento Transportation Department 6

County of Sacramento Community Planning & Development Department 827 7 th Street, Room 230 Sacramento, CA 95814 (916) 874-6141 Rezone Application General Plan Amendments Entire parcel(s) to be rezoned? No Urban Development Area Gross Acres being rezoned 0 ± acres (technically no re-zoning will take place; however a revision of the existing SPA ordinance, as described below, will affect roughly 600 acres of the site) Rezone: Amend the current SPA Zone to include additional standards and uses applicable to the project site. Description of existing zoning: The current zoning is SPA. Description of the Amendment Request. Ordinance SZC 97-0021 (as amended) (hereinafter Ordinance ) established a Special Planning Area known as the Mather Field Special Planning Area. The ordinance divides the Mather Field Specific Plan area, including the project site, into separate districts. The Public-Quasi Public and the Recreation Districts Urban Development Area will be replaced by a single Master Plan Community designation. The development standards and design requirements for each use within the Master Plan District will be contained in the Mather South Community Master Plan and by addition of a new subsection (603-21) to the SPA Zone ordinance. 7

MATHER SOUTH COMMUNITY MASTER PLAN PROJECT DESCRIPTION September 10, 2013 Project Location The plan area consists of 885 acres south of Mather Airport between Kiefer Boulevard and Mather Lake, east of Zinfandel Drive. The east boundary is the Folsom South Canal. Project Setting The site is describable in three parts. Those parts include the eastern portion which served as a recipient area for deposition of overburden during the construction of the Folsom South Canal, the central portion which contains buildings which once were used to store ordnance and related activities; and the balance of the site which contains primarily non-native grasses and some cotton wood trees in groves. Within the grassy areas are vernal pools, swales, and seasonal wetlands. There are two large concentrations of wetlands. One occurs adjacent to Kiefer Blvd and the other is a large pool and associated wetlands just north of the southerly branch of Morrison Creek and adjacent to Zinfandel Drive. The site drains entirely to the Morrison Creek tributaries which cross or emanate from the site. The immediate upstream drainage conditions are a series of concrete bridges (chutes) over the Folsom South Canal. The streams experience ephemeral drainage. Adjacent Uses The Folsom South canal, along with a road side regional serving biking trail, runs parallel with the eastern edge of the site. Kiefer Boulevard defines the south edge of the site. To the south of Kiefer Blvd is the Sacramento Rendering Company plant and open lands currently used for agricultural related uses. The area to the west is the Mather Field Wetland Preserve. To the north are Mather Lake site and the Mather Golf Course. General Plan Designations The project site is located within the Urban Services Boundary (USB), within the Urban Policy Area (UPA) and within the Mather Field Specific Plan. The 2011 General Plan Land Use Diagram designated the site as entirely Recreation Land Use. A pending application would modify the 2011 diagram. The pending application would designate the site for three land use categories. Those categories are: Public Quasi Public for the University Site; Recreation for the proposed Sports complex site; and Urban Development Area. Zoning The site is zoned Special Planning Area (SPA). The SPA zone provides uses and regulation of uses consistent with the Mather Field Specific Plan. The site will continue to be zoned SPA 8

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Cordova Community Plan The project site is located within the Cordova Community and designated on the Community Plan as Special Planning Area reflective of the Mather Field Specific Plan (1997). The site will continue to be designated as a Special Planning Area on the Cordova Community Plan. Entitlement Request The project represents a second step in a two step process of amendments to the current General Plan Land Use Map, the current Mather Field Specific Plan and the current Mather Field SPA Ordinance applicable to the site. The first step is intended to modify land uses with respect to the entire Mather Field Planning Area and is in process under Control Number PLNP2013-00044. This project, the second step, would further modify the General Plan, the Mather Field Specific Plan and the Mather Field SPA Ordinance to reflect a level of detail applicable to a Master Planning and Specific Plan effort but only as to an 885 acre portion of the 5,200 acre plus Mather Field area. The Mather South Community Master Plan proposes the following: 1. A General Plan Amendment to amend the General Plan Land Use Diagram from Urban Development Area (526 acres), Recreation (199 acres) and Public/Quasi Public (160 acres) to Low Density Residential (478 acres), Commercial and Office (69 acres), and Recreation (179 acres) and Public/Quasi Public (160 acres). The request is depicted in tabular form and illustrated, by comparison, on page 12. 2. Amendment of the General Plan Transportation Diagram to effect a proposed realignment of Zinfandel Drive south of Woodring Road and extended to Kiefer Blvd to conform to the westerly boundary of the Mather Wetlands Preserve. 3. Amendment of the General Plan Circulation Plan to change the post 2030 designation for construction of four lanes on Kiefer Blvd to construction pre 2030. 4. A General Plan Amendment to amend the General Plan Bicycle Master Plan to add internal and external bicycle facilities within and through the Mather South Community Master Plan Area as shown on in the Bicycle Master Plan Amendment Diagram. 5. A Specific Plan Amendment to amend the Mather Field Specific Plan to change a portion of the South Base Area (885 + acres) from Urban Development Area (526 + acres), Recreation (33 + acres); and Commercial Recreation (326 + acres) to Mather South Community Master Plan (885+ acres). 10

6. Adoption of the Mather South Community Master Plan as an amendment to the Mather Field Specific Plan for the area generally south of Mather Lake and north of Kiefer Blvd including text, a Master Plan land use diagram, Design Guidelines and Development Standards. 7. A Zoning Ordinance Amendment to amend Zoning Ordinance SZC 97 0021 to incorporate the Mather South Community Master Plan and Related Design Guidelines and Development Standards into the ordinance. 8. Acceptance of an Affordable Housing Plan for the Mather South Community Master Plan. 9. Adoption of a Development Agreement(s) for the Mather South Community Master Plan by and between the County of Sacramento and landowners. 10. Amendment of the Mather Field Public Facilities Financing Plan. Additional permitting requirements of the project include: 1. Approval of a Water Supply Assessment by the Sacramento County Water Agency. 2. Federal Clean Water Act Section 404 Permit (U.S. Army Corps of Engineers and U.S. Environmental Protection Agency). 3. Federal Endangered Specifies Act Section 7 Consultation (U.S. Fish and Wildlife Service). 4. Section 401 Water Quality Certification (Regional Water Quality Control Board Central Valley Region). 5. Section 402 Natural Pollutants Discharge Permit (Regional Water Quality Control Board Central Valley Region). 11

TABULAR REPRESENATION OF GENERAL PLAN AMENDMENT REQUEST Existing General Plan Land Use Diagram (2013 Amendment) Acres Proposed General Plan Land Use Diagram Acres Urban Development Area 526 Low Density Residential 478 Recreation 199 Commercial and Office 69 Public / Quasi Public 160 Recreation 179 Public / Quasi Public 160 TOTALS 885 TOTALS 885 12

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TABULAR REPRESENATION OF SPECIFIC PLAN AMENDMENT REQUEST Base Mather Field Specific Plan Designations (2013 Amendment) Acres Requested Mather Field Specific Plan Designations Acres Urban Development Area 547 Master Plan Community 885 Recreation 179 Public Quasi Public 160 TOTALS 885 TOTALS 885 Project Components A Specific Plan amendment prepared as the Mather South Community Master Plan, consistent with Sections 65450 through 65457 of the California Government Code, The Specific Plan 15

amendment will be consistent with the County s Specific Plan Ordinance (Title 21, Chapter 21.14 of the County Municipal Code) and the County s Master Plan Procedures and Preparation Guide (January 14, 2012). The specific plan document will guide development of the project site and describe the regulatory framework, land use plan, land uses, development standards, and design guidelines, housing plan, circulation plan, resource management, public facilities, public services, utilities and implementation strategy. The Mather South Community Master Plan planning document will include the 885 acres immediately adjacent to Kiefer Blvd. (south); Zinfandel Drive (west); Folsom South Canal (east) and the Mather Golf Course / Mather Lake on the north. Residential The Mather South Community Master Plan proposes 3,545 residential dwelling units on approximately 379 double net acres (478 gross). The density of the project is 9.3 dwelling units per acre based on a double net density calculation. Commercial, Mixed Use and Office The Mather South Community Master Plan includes 69 acres of Commercial and Office Mixed Use which will include approximately 91,500 square feet of commercial uses, 1,086 residential units, and detention basin which may be integrated as an open space/water feature. The commercial site would accommodate neighborhood serving commercial uses including small scale grocery, drug store, personal services, cafes, and restaurants. The site is integral with development of high density residential planned adjacent to Zinfandel Drive and the Sports Complex. Open Space and Parks The plan has four types of Open Space including the natural areas along the creek corridors, water management basins, neighborhood parks, and a sports complex. Open space uses account for 256 acres and are planned by five use types: Circulation Creek Corridor Neighborhood Parks Landscape Pedestrian Corridors Sports Complex Water Management Basins Primary access to the site will be provided by Zinfandel Drive. Internal circulation is built upon the backbone roadway running north to south with three connecting roadways between Zinfandel and the north to south backbone roadway. In addition, the internal circulation may provide for the usage of neighborhood electric vehicles (NEVs) on roadways with a posted speed limit of 35 miles per hour or less. 16

Pedestrian circulation will be accomplished by way of the street frontage sidewalk system, with connections to the off street trails (constructed with the project) running along the south branch of Morrison Creek and to the trail along the Folsom South Canal. The Bicycle system will include Class II trails along the north to south central road, along the roads which intersect with Zinfandel Drive and along Zinfandel Drive. A Class I trail will run parallel with the eastern border of the site and will provide circulation between Kiefer Blvd and Douglas Road. Transit The General Plan Circulation Map and Sacramento Regional Transit (RT) Transit Action Plan do not indicate high volume routes along Zinfandel, Douglas Road or Kiefer Blvd. Bus/shuttle service in the Project area could connect to RT bus stops and/or the Light Rail system at the Mather/Mills, Zinfandel, Cordova Town Center or Sunrise light rail stations. Public Uses The plan also includes 27 acres of public uses to accommodate two elementary schools, a SMUD sub-station and a pair of large water storage tanks. Mather Airport The Plan has been designed to be consistent with the continued operations of the airport. The project proposes to record an avigation easement over residential development within the project and provide future homeowners with disclosures regarding airport operations, over-flights and noise exposure. Public Utilities Water: The project is within the Zone 40 service area of the Sacramento County Water Agency (SCWA). Sewer: The project is within the Sacramento Area Sewer District (SASD) and Sacramento Regional County Sanitation District (SRCSD) service area. 17

The Plan and the California Environmental Quality Act and County Ordinances. The project proposed will require a project level environmental review in conformity with the California Environmental Quality Act. The Mather South Community Master Plan, as an amendment to the Mather Field Specific Plan, has been prepared in conformance with the Specific Plan Ordinance, Title 21, Chapter 21.14 of the County Code The Mather South Community Master Plan, as an amendment to the Mather Field Specific Plan has been prepared pursuant to the Master Plan Procedures and Preparation Guide (January 2012). LAND USE TOTALS FOR MATHER SOUTH COMMUNITY MASTER PLAN Acres Units Sq. Feet Open Space / Detention Basins 29.59 -- -- East Side Trail 9.91 -- -- Creek Corridor 38.95 -- -- Parks 43.25 -- -- Schools 17.88 -- -- Sports Complex 126.19 -- -- University 152.87 -- -- Public 9.81 -- -- Streets 58.09 -- -- Landscape Corridors 8.12 -- -- Neighborhood Commercial Mixed Use 10.00 47 91,476 Residential RD-3.5 18.63 65 -- RD-5 83.12 419 -- RD-6 38.02 219 -- RD - 7 96.38 660 -- RD-8 19.95 159 -- RD-10 26.87 264 -- RD-11 58.54 644 -- RD-30 37.94 1,068 -- Totals 884.11 3,545 91,476 18

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DISCUSSION OF LU 120 GUIDELINES (PC) MATHER SOUTH COMMUNITY MASTER PLAN PC - 1 VISION FOR CONNECTION TO OTHER ADJACENT EXISTING AND POTENTIAL FUTURE DEVLEOPMENT AREAS Planning as an Extension of Existing Development 1. Connection / Historical Context. The portion of the Mather Field Specific Plan east of the extension of Zinfandel Drive has been the subject of planning efforts since 1992. The planning efforts include: The establishment of 1,894,896 square feet of office and commercial uses including offices for the County Parks Department, and a conference center. In addition, the plan identified the potential for a destination theme park, university campus and/or correctional facility. (1997) As the culmination of several years of effort to define the extent of a wetland preserve, The Board of Supervisors initiated a general plan amendment and preparation of a federal Environmental Impact Statement (EIS) to establish the preserve. The Board initiation included designation of the area east of Zinfandel beginning approximately 1,200 feet south of the Woodring Drive intersection for Commercial and Office land use. The area north of this line remained Recreation. Within the Commercial and Office designation the initiation speaks to the potential for a University subject to design review. (2006) An Environmental Impact Statement (EIS) prepared in response to the 2006 initiation further detailed the Board action and included 2,530 homes, a 273 acre sports complex including a 320,000 square foot event center and 175,000 square feet of sports fields, 8 acres of retail commercial and other support uses and a 175 acre University campus. The area affected by the proposal extended from Mather Lake South to Kiefer Blvd. (2012) The County of Sacramento and the Mather South LLC (applicant herein) entered into an amendment to a prior purchase agreement in January 2013. That amendment will prepare a plan for development of the application area to include a University site, a Sports Complex and a mixed use development. (2013) General Plan Land Use amendments and General Plan Circulation Plan amendments related to the relocation of the Zinfandel extension right of way are anticipated in late 2013. This application builds upon the 2013 amendments. (2014) 20

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Planning as an Extension of Existing Development (continued) 2. Infrastructure Sanitary Sewer Extensive and detailed sanitary sewer improvement plans were prepared in 2002 and served as the basis for the Mather Field Financing Plan (2002). In intervening years, re-evaluations of the manner by which the Mather Field Planning Area will be provided sanitary sewer service have taken place. Initially, and reflected in the plan, it was anticipated that service to the site would be accomplished by extending a 12 inch line westerly to connect to the Bradshaw interceptor near Happy Lane. In part, as a result of the establishment of the Mather Natural Preserve to the west of the site, the plan has been changed to providing service by extending a line north to connect with the trunk line in Zinfandel Lane to the north. Preliminary engineering for that extension of a trunk line to serve the south of Mather Area has been completed and the environmental review for the facility is in process and scheduled for completion in late 2013. Water A detailed Water Facility Improvement plan was prepared in 2002 and served as the basis for the Mather Field Financing Plan (2002). The plan included a looping system of water transmission mains (12 to 16 diameter pipes). While much of the system remains to be constructed, the 16 main in Woodring Drive has been built. The project site is the subject of a pending Water Supply Assessment. The site is currently in the service area of several water sources. Those sources include the Mather Well Field (by way of the Woodring Drive main) as well as the 30 inch raw water line in Kiefer Blvd. This line extends from the Excelsior well field to the southwest. While the Water Supply Assessment for the plan area is pending, it is anticipated that the water transmission system will be comprised, initially, by connections to the existing 16 line in Woodring Drive and the 30 pipe in Kiefer Blvd on the south of the site. The Water Agency will also construct a water storage facility at the northeast corner of the site as part of the overall water delivery system. Ultimately, service will be provided from a large transmission main, likely 54 inches in diameter, running north to south along the easterly portion of the project site. Circulation - Zinfandel Drive will be extended to Kiefer Blvd. The extension will occur in phases defined by a project specific traffic study. Phasing will be dependent upon the location of development and the rate of development. The 2002 Mather Field Financing Plan contemplated and identified the means for funding all major arterial roads within the Mather Field Planning Area. The plan includes the Zinfandel extension. The design of streets, landscaping, medians, and widths, including those for Zinfandel Road, were established by the Mather Field Specific plan (pp 63 to 65). This plan will utilize those design standards. 22

Transit Service is not currently available in the vicinity of the site. However, The General Plan Circulation Map and Sacramento Regional Transit (RT) Transit Action Plan each identify Jackson Road and Sunrise Boulevard as Bus Rapid Transit (BRT)/Hi Bus routes. With the extension of Zinfandel Drive, it is anticipated that transit service would be extended to serve the Zinfandel corridor in the future. Bus/shuttle service in the Project area could connect to RT bus stops or Sacramento Light Rail system at the Mather/Mills, Zinfandel, Cordova Town Center or Sunrise light rail stations. Bus/shuttle service could be extended into the Project in looping pattern that would provide service within one quarter mile of 90% of residents. Bus/shuttle services could utilize proposed transit stops within the Project. The secure funding sources for transit will be funded by the Project through fees and assessments. The project will pay the Sacramento County Transportation Development Fee (SCTDF) and the Sacramento Countywide Transportation Mitigation (SCTMF) both of which fund roadway and transit improvements, including transit improvements on Sunrise Boulevard. Drainage Nearly 30 acres are set aside for detention/flow duration control basins. The basins will serve triple duty. In addition to limiting damaging flows in the stream bed, the basins will attenuate the runoff peaks to no more than the runoff peaks from design storms. The basins will also serve as runoff kidneys to reduce the levels of urban pollutants entering stormwater. Regional Bike Trail The Folsom South Canal regional trail runs parallel with the Mather South Community Master Plan. Access to the trail is anticipated at two points. One location will occur, at the southeast corner of the University site and a second location will occur, at the northeast corner of the site between the canal and Mather Lake. Access at both points will require coordination with the Bureau of Reclamation. 3. Natural Preservation Preserve Establishment the nearly decade long natural resource planning process has concluded with agreement between federal and local partners with respect to the establishment of a 1,272 acre natural resource preserve. The project reflects the consensus reached in the process. The easterly relocation of Zinfandel Drive has been accomplished to maximize preservation of the existing resources. Wetland Restoration An element of the preserve management plan going forward will be rehabilitation / restoration of the vernal pool, vernal swale and stream habitats within the preserve. Funding - The Mather Field Wetland Preserve is an ambitious undertaking to maintain and preserve in perpetuity the vernal pool and related wetlands over a 1,272 acre site. The funding for this effort is anticipated to come from developed lands within the Mather Specific Plan area. The proposed land uses are considered very important as the financial contributors to the effort and they thus increase the stability of that funding source. 23

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PC - 2 Housing Choice demonstrate the variety of housing types anticipated as well as alternative contexts. The development provides for a range of housing types from executive housing to mixed use form based code environments. The northerly edge of the site occurs adjacent to the Mather Golf Course and provides an opportunity for an enclave of executive housing. In that the site is without native oaks or significant topography the landscape uniqueness of neighborhoods will be the accomplished by neighborhood design, building architecture and the introduced landscape. The range of housing contemplated for the site includes: 1. Executive housing in two gated neighborhoods adjacent to the Mather Golf Course. The two neighborhoods one comprised of homes built at 3.5 units per acre and a second at 5 per acre. The approach contemplated for each is similar to that used in the Gold River Community (a County success story) in the Promontory Point and Crocker Grove Villages. 2. Single Family Residential on small lots in configurations approximating. 3. Cluster housing in various configurations and densities ranging from 8 to 12 units per acre 4. Multiple Family housing at 28 units per acre. PC 3 Quality -- provide a quality of design by way of development standards. The Specific Plan contains over 115 significant detail statements, a detailed development standards table and supportive illustrations with respect to neighborhood design, and architectural detailing of buildings. To illustrate: Residential lots should be organized in short block layouts with a modified grid/curvilinear pattern that encourage walking, biking, and the use of alternative modes of transportation Each block elevation contains at least four different models and if necessary, up to three elevations for each floor plan. Different models are defined as those with significant variation in floor plans, configurations, heights, and massing, and minor variations in size or number of bedrooms; Variations in first-level building massing will be achieved by introducing entry porches and courtyards. Integrating higher vaulted or cathedral ceilings into the building facade at the entry can provide a transitional element that adds distinction to the front elevation; Homes should be oriented toward the street, with entry areas and major indoor activity spaces facing onto the street; 26

Large expanses of blank walls, garage doors, and utilities along the front areas of buildings and lots will be avoided; Lots, blocks, trails, and walkways should be organized to encourage residents to walk and enjoy the neighborhood setting and nearby amenities such as parks, open spaces, schools, and shopping; Building facades should be designed to provide visual surveillance of the public streets, public spaces, sidewalks, and open space areas from inside the buildings to promote safety and security of the public realm with eyes on the street ; The table on the following page illustrates how the mixed use zone can be formulated. 27

Mixed Use Standards Illustration 28

PC 4 ACCOMMODATE THE PERCENTAGE OF LOW AND VERY LOW INCOME RESIDENTIAL UNITS REQUIRED BY THE COUNTY HOUSING ELEMENT The General Plan guideline for this Master Plan is to set aside 33% (1,170) of all residential units as high density attached units. The 33% guideline is met by provision of a sufficient amount of land to accommodate those units. To qualify, such lands must be zoned for at least 20 units per acre. This plan provides 1,068 units on land zoned for 28 units to the acre. In addition, fortyseven (47) additional residential units are zoned within the commercial mixed use area. The total of residential units countable toward meeting the General Plan guideline is 1,115 of which a portion can be designated as low and very low income residential units. Further, the project will be required to submit and obtain approval of an affordable housing plan to further identify means by which affordable units may be constructed. PC 5 PEDESTRIAN AND TRANSIT ACCESS Sidewalks and Bicycle Routes Sidewalks and bike routes along interconnected streets with short block lengths and high intersection density. Sidewalks on all public streets (County Improvement Standards) Bike Routes will be provided along the North to South central street and on the outlet streets to Zinfandel Drive. The central street route will extend from the park adjacent to Mather Lake south to the intersection with Kiefer Blvd. Class I Pedestrian / Bicycle Paths along the stream corridor Connection to the existing regional Class I trail at two locations; one at the southeast corner of the site by way of Kiefer Blvd and the other at the point of the Folsom Canal Crossing which accommodates the creek entry into Mather Lake. Block Lengths Residential Streets will not exceed 600 feet in block face length Cul De Sacs None planned; may be permitted only within executive housing area. Basic street system is gridded Transit Access Complete sidewalk access from all homes in the project site to the street connection points with Zinfandel Drive. No pedestrian will be required to cross a street with more than two through lanes to access Zinfandel Drive 29

PC 6 INFRASTRUCTURE MASTER PLAN AND FINANCE PLAN The project is a portion of and is an amendment to the Mather Field Specific Plan (1997). The plan also includes a financing plan (EPS, 2002). As a result of the plan fees are collected within the planning area for a variety of improvements including road, sewer, water, drainage, fire services, and schools. The plan will require a significant update in that a portion of the funding on an ongoing basis was to come from redevelopment revenues which are no longer available. Prior to adoption of the Mather South Community Master Plan this plan will be updated. The table above is illustrative of the detail contained in the current finance plan. PC 7 SERVICES PLAN Services Plan once the plan is completed and the environmental review has begun it will be timely to prepare a cost of services plan with respect to the public services provided to the site. The plan will utilize as its baseline of service requirement the current levels of service within the unincorporated area. 30

PC 8 PLAN CONSISTENCY WITH ADOPTED COUNTY PLANS The project has been planned to conform to adopted County plans. While the application includes a General Plan amendment for conversion of the area designated Urban Development Area (UDA) to low density residential the amendment conforms to the intent and process determined by the UDA. General Plan Circulation Plan Zinfandel Drive 4 Lanes Kiefer Blvd. 2 Lanes Bikeway Master Plan General Plan Land Use Element Urban Development Area Amended to Development Cordova Community Plan Consistent Consistent Consistent /Adds to the plan Consistent Consistent Mather Field Specific Plan Consistent (2013) Climate Action Plan Design consistent Further illustration: General Plan UDA designation and Mather Field Specific Plan. The Urban Development Area consistency assertion arises from: the 2011 definition/purpose statement for the UDA as well as language added to the plan in 2013. The definition/purpose statement for the Urban Development area: (2011). Urban Development Area. The Urban Development Area (UDA) designation indicates where the County will conduct studies leading to the appropriate configuration of urban land uses for the area. These are areas that will be converted to urban uses to accommodate the growth that is projected to occur during the 25 year planning period. (For example) One area shown as UDA on the Diagram is the West of Watt area (between McClellan Park and Watt Avenue North). Urban development and/or rezones cannot occur in this area until a master plan has been approved and the UDA designation has been removed. (italics added) General Plan. An amendment contemplated to occur prior to Mather South Community Master Plan and Mather Field Specific plan amendment: Urban Development Area. The Urban Development Area (UDA) designation indicates where the County will conduct studies leading to the appropriate configuration of urban land uses for the area or will accept applications to prepare a Master Plan (such as a Specific Plan) for the 31

area. These are areas that will be converted to urban uses to accommodate the growth that is projected to occur during the 25 year planning period. For UDA areas within the Urban Policy Area (UPA) The Master Plan(s) shall conform to Land Use Policy 121. Two areas within the Urban Policy Area are currently shown as UDA on the Diagram. One area is the West of Watt area (between McClellan Park and Watt Avenue North) and the second is a portion of the Mather South Specific Plan intended to accommodate mixed use residential development (between Zinfandel Drive and the Folsom South Canal, north of Kiefer Blvd) as indicated by 2006 Board of Supervisor s initiation of a General Plan amendment for his area and reflective of the purchase and sale agreement between the County and Mather South LLC. Urban development and/or rezones cannot occur in this area until a master plan has been approved and the UDA designation has been removed. Mather Field Specific Plan. The plan currently provides for a wide range of uses of the site including offices, residential (by use permit), recreation, open space preservation, a theme park and a university. The plan will be amended prior to public review of this application to include the following language: Mather South Community Master Plan. The designation provides for development as allowed by the Mather South Community Master Plan. The Bikeway Master Plan consistency assertion arises from the inclusion of the regional trail along Folsom South Canal, just east of and not within the planning area as well as Class II trails on both Kiefer and Zinfandel Drive. The additions, though not amendments to the general plan, include the Class I trail along the stream corridor at the south of the overall site and Class II trails within the site inclusive of a trail which will extend from Kiefer Blvd on the south passing through the University site, the Sports complex and the multi-use Mather South Community Master Plan. Extensions of this trail will connect directly with the Class II trail along Zinfandel Drive. Connections to the Folsom South trail will occur at Kiefer and at a point adjacent to Mather Lake. PC 9 RELATIONSHIP BETWEEN REGIONAL PLANNING EFFORTS AND THE PROPOSED PLAN Nothing in an SCS or APS shall be interpreted as superseding or interfering with the exercise of the land use authority of cities and counties within the region Nothing in this bill requires a city or county's land use policies and regulations, including its general plan, to be consistent with the RTP or an APS. Several planning efforts cited in this policy are not inclusive of the Mather South Community Master Plan area (e.g. the Jackson Corridor Study or the Habitat Conservation Plan). However, as to regional planning: 32

MTP / SCS The site is designated as an established community subject to development in both the near term (through 2020) and the long term (2030). The extension of Zinfandel Drive to Jackson Highway is included in the MTP (2012) Transportation projects list (#SCA 24622 for construction 2014.) BLUEPRINT The site designation is Retail Commercial, Business Professional Office and Recreation PC 10 CONSIDERATION OF JOBS-HOUSING BALANCE The Mather South Community Master Plan is a portion of the Mather Field Specific Plan (MFSP). The MFSP includes 11,816,835 square feet of existing and planned employment land uses. Within the portion of the MFSP, the planned employment includes the Sports Complex, an Elementary School, the planned mixed use commercial area, fifty acres of retail commercial, the existing TRACON offices, the proposed University and over 2,000,000 square feet of industrial/airport support development. Conservatively the plan has the ability to accommodate in excess of 6,000 jobs within three actual driving miles of the site. With approval of the Mather South Community Master Plan the current imbalance of Jobs to houses (5:1) will be improved to a ratio of five jobs for every four dwellings for the south of Mather portion of the MFSP. There are 1,272 residential units currently within the Independence neighborhood of the plan area. Additionally, the Mather Field Specific Plan includes the County operated housing facility for those in transition out of homelessness. The plan area is also located within a five mile radius of 76,522 existing jobs. 33

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Affordable Housing Plan Specific Plan / SPA Zoning Amendment Mather South Community Master Plan Affordable Housing Policy The County of Sacramento ( County ) adopted an Ordinance adding Chapter 22.35 of Title 22 to the Sacramento County Code ( Ordinance ) on December 8, 2004. This Ordinance requires that Developers seeking Project Level Approvals for new Development Projects include or provide for an affordable housing component. Affordable Housing Plan This document constitutes the Plan for this application and is intended to provide preliminary information for the Development Project. As a Specific Plan amendment and Zoning Map Amendment application with pending discussions with respect to the details for each application, there is insufficient information at this time to describe the residential portion of the development and Affordable Housing Plan cannot be fully developed. That ability will be resolved in the process of development of the application materials. Consequently, the acceptance of this Plan is conditioned upon the Developer s providing a revised Affordable Housing Plan at the time when project level approval is sought for the residential subdivision component of this Development Project. Gross Acreage Mather South, LLC is the developer ( Developer ) of that certain real property in the County of Sacramento ( County ) in which the Developer proposes to develop and construct the Mather South Community Master Plan ( Development Project ). This proposed 885 gross acre Development Project site is located north Kiefer Blvd. along the east side of Zinfandel Drive extended and south of Mather Lake and the Mather Golf Course. The current SPA zoning will be amended to provide for additional uses and re-location of uses relative to that contained in the adopted SPA Ordinance and Mather Specific Plan. Proposed Residential Uses The proposed residential use densities, acreages and units are provided in the table at the top of the following page. 35

Residential Acres Units Actual Assumed Required Acres Zoning Zoning Acres RD-3.5 18.63 65 3.5 18.63 4.25 0.70 RD-5 83.12 419 5 83.12 5 3.67 RD-6 38.02 219 6 38.02 5.5 1.85 RD - 7 96.38 660 7 96.38 6 5.10 RD-8 19.95 159 8 19.95 6.5 1.14 RD-10 26.87 264 10 26.87 7.5 1.78 RD-11 58.54 644 11 58.54 8 4.13 RD30/NMU 37.94 1,115 28 37.94 10 3.35 Totals 379.45 3,545 Total Land Dedication Requirement 21.72 Residential Land Use Acreage and Land Dedication Requirements Table Note that acres excludes public parks, public schools, open space areas, habitat mitigation or other similar public non-residential features as defined in Section 22.35.020. Preliminary Land Suitability Findings Pursuant to Section 22.35.050(A) of the Ordinance, the Developer shall construct the standard affordable housing component or dedicate land and donate additional land to comply with the affordable housing obligation if the County and SHRA have determined that there are four or more net buildable acres in the Development Project. Pursuant to Section 22.35.070(B), the land obligation of the Development Project is based on the formula below. Options to Meet Affordable Requirement The land suitability findings above results in a total net acreage required for dedication of four (4) or more net buildable acres and the Developer intends to dedicate suitable land and pay affordability fees subject to changes which may occur to the Ordinance and/or the calculation of the land dedication requirements later derived. Accessibility Pursuant to Section 22.35.110, a minimum of five percent (5%) of the affordable dwelling units (but not less than one unit) in a multifamily project constructed to meet an affordable housing obligation shall be made accessible for persons with mobility impairments. A unit that is on an accessible route and is adaptable and otherwise in compliance with the standards set forth in 24 CFR Section 8.32, or any successor statute, is accessible for purposes of this section. An additional two percent (2%) of the affordable dwelling units (but not less than one unit) in such a multifamily project shall be accessible for persons with hearing or vision impairments. In that the Development Project will include a multifamily rental, condominium, or similar housing types the accessibility requirements will apply to that portion of the overall project. 36